Everything below is structural framing intended to make Jeff Pote conversations more productive, not a substitute for them. The Colorado statutes cited (CRS 11-51-308(1)(j) limited offering, 11-51-308.5 crowdfunding, 11-51-308.7 digital token act, 7-58-101 LCA Act) are the load-bearing provisions; the choice among them is a legal one and depends on facts I don't have. Where I describe a structure as "cleaner" or "more defensible," those are organizing judgments, not legal opinions.
The DGX Station GB300 draws roughly 1.6 kW peak at the wall, runs on a standard 20A/120V circuit, and is air-cooled — no special electrical infrastructure required (Petronella). This is the headline that makes a non-data-center deployment plausible. The question is what continuous load looks like in operation.
| Scenario | Avg load | Annual kWh | Note |
|---|---|---|---|
| Low utilization (20%) | ~0.6 kW | 5,200 | Mostly idle, occasional inference |
| Moderate (60%) | ~1.2 kW | 10,500 | Steady member service load |
| Heavy (90%) | ~1.5 kW | 13,100 | Near-continuous workload |
| + Cooling overhead (PUE 1.3) | — | +30% | Indoor air conditioning load |
For planning, ~14,000–18,000 kWh/year is a reasonable midpoint at moderate utilization with realistic cooling overhead. At Boulder commercial rates (~$0.10–0.12/kWh) that's $1,400–$2,200 in raw energy cost. The carbon footprint and the political weight of energy use both matter more than the dollar cost in a cooperative framing — running on grid power means inheriting Xcel's fuel mix, which is decarbonizing but not yet clean.
Boulder is a strong solar resource — roughly 1,500–1,700 kWh of annual production per kW of installed PV, depending on roof orientation and shading. To offset 16,000 kWh/year fully, the system needs to be sized at ~10 kW DC. That's a substantial but not exotic install — about 24 modern 400W panels, fitting on a 500 sq ft roof.
| Component | Estimate | Note |
|---|---|---|
| 10 kW PV array | $25,000–35,000 | Commercial-scale install in Boulder area |
| Battery storage (30 kWh) | $20,000–30,000 | For overnight + brief outage resilience |
| Inverter, controls, install labor | $10,000–15,000 | Already included in many turnkey quotes |
| Total solar + storage | $55,000–80,000 | Before federal ITC (currently 30%) |
| After 30% federal ITC | $38,000–56,000 | If LCA qualifies; cooperatives have specific paths |
Full solar offset is technically feasible and roughly half the cost of the DGX Station itself. The payback against grid energy alone is ~25 years, which doesn't pencil purely on economics. The case for solar here is symbolic, political, and aligned with the cooperative's framing — running infrastructure that doesn't extract more carbon than it processes. That's a values argument the cooperative may or may not want to lead with. A defensible middle path is grid-tied with a smaller battery (10–15 kWh) for outage resilience and partial solar offset (~3–5 kW), which materially reduces fuel-mix exposure without dominating the capital stack.
The phrase "peer-to-peer lending pool" describes one of several structures, each with different legal contours and different governance implications. The choice isn't only about how money moves in — it's about what relationship the capital creates between the contributor and the cooperative.
Capital contribution buys an investor-member interest in the LCA. Voting rights, capped at 49% total per CRS 7-58-701 so patron members retain cooperative control. Returns come through patronage allocation plus, potentially, a fixed-rate return on invested capital per Operating Agreement terms.
Members loan capital to the cooperative at a stated rate, with maturity, security interest, and repayment schedule defined per note. The loan pool is what Todd's "peer-to-peer lending" framing most directly maps onto: capital without governance entanglement.
Members pre-purchase service credits in bulk at a discounted rate, redeemable as services come online. Modeled on Community Supported Agriculture and Kickstarter — you fund the harvest, you get the harvest. The "discount" is the only return; the credit itself is consumption, not investment.
The Rural Electric Cooperative precedent stacked these: foundational capital from members (sometimes paid over time as patronage capital), supplemented by REA loans, with patronage refunds reinvested for ongoing growth. The LCA's analog is investor-member equity for foundational capital (Option A, up to 10 Colorado buyers) plus service credit pre-purchase for working capital and demand (Option C, not counted against the 10-buyer cap if structured cleanly). Loan structure (Option B) sits in reserve for later, when the cooperative has operational track record and can take on debt without governance trade.
The "token-unit investments resulting in perpetual timeshare credits" framing collapses two distinct things — the investment instrument (membership interest or note) and the benefit stream (service credits) — into a single concept. They should stay legally distinct, especially for the perpetual claim. Below is what the lifecycle looks like with that distinction preserved.
Operating Agreement amended to create investor-member class. Subscription documents drafted. Disclosure document (PPM-equivalent for limited offering) prepared. Service credit terms specified separately. Exemption strategy confirmed: 308(1)(j) for equity, Digital Token Act framing for credits.
Up to 20 prospective investor-members in Colorado approached. Disclosure documents shared. Suitability and investment-intent questions answered. Up to 10 subscriptions executed. Capital wired to the cooperative's operating account.
Service credit pre-purchase, if pursued in parallel, runs as a separate workstream with its own simpler agreement — not gated on the equity close.
DGX Station ordered and received. Hosting space prepared. Solar/storage commissioned if pursued. System brought online. Initial services configured. Attestation logging begins. First service credits issued to members.
Stream one (investor-members): Patronage allocation proportional to investment; optional fixed return on capital per Operating Agreement terms; voting rights at member meetings within the 49% cap.
Stream two (all members): Service credits issued per the membership class. Investor-members receive their credit allocation by virtue of membership, not as return on investment — this is the legal seam that keeps "investment" and "service credit" separate.
Quarterly: redemption rate adjusted to actual operating cost. Annual: patronage refund, Guarantee Fund top-up, Purpose Trust steward fee, audit/review.
The DGX Station's useful life is roughly four years. The phrase "perpetual timeshare credits as long as infrastructure is operational" then turns on what "infrastructure" means — this specific machine, or the cooperative's commitment to operate equivalent infrastructure as it federates.
The cleaner framing is "for the operating life of issued infrastructure, with continuity through federation." Members are protected by the Guarantee Fund if the cooperative ceases operations; the Purpose Trust holds the protocol so federation can continue beyond any single operator. This is what makes the credit durable without claiming literal perpetuity.
Operating Agreement defines how investor-members exit: redemption at original capital contribution (no appreciation), transfer to another qualified investor-member (subject to cooperative approval), or wind-down distribution per LCA dissolution procedures. Cooperative equity is intentionally not a vehicle for appreciation — that's part of what keeps the structure outside the speculative trap.
The constraint is not legal — the limited offering exemption is well-trodden ground. The constraint is whether the LCA has ten people who genuinely want to be founding investor-members and is prepared to treat that conversation with the care it deserves. The sprint below assumes that work is starting in parallel with documentation.
Lock the exemption (308(1)(j) most likely), confirm investor-member class structure in the Operating Agreement, set the per-unit subscription amount and total raise target. Decide whether to pursue equity-only, equity-plus-pre-purchase, or all three.
Concept memo, term sheet, and risk disclosure prepared together. The disclosure should be honest about what's still proposed (per the Digital Post Status section): hardware deployment is the use of funds, services are the deliverable, redemption rate is variable per cost recovery. The narrative is the postal commons frame — members are funding civic infrastructure they will use, not betting on a startup.
Build the candidate list (likely already partly known — RegenHub network, Parnassus House participants, Boulder cooperative community, aligned Front Range members). Each candidate has at least one substantive conversation about the cooperative's purpose and their role in it, before any subscription document is shared.
Subscription agreements signed, investment-intent acknowledgments collected, capital wired. Service credit pre-purchase, if running in parallel, captures additional capital from members outside the 10-investor count.
DGX Station ordered. Solar/storage RFQ if pursued. Hosting space confirmed. Initial sysadmin engagement.
System online. Service credits issued. Attestation logging live. First member meeting under the new investor-member structure. Quarterly rate-setting begins.
Two plausible target sizes, depending on solar choice:
DGX Station: $100,000
Hosting, build-out, networking: $15,000
Initial operating reserve (12 months): $90,000
Legal, governance, software setup: $25,000
Guarantee Fund seed: $20,000
Total raise target: ~$250,000
10 investors × $25,000 average
DGX Station: $100,000
Solar + storage (10 kW + 30 kWh): $60,000
Hosting, build-out, networking: $15,000
Initial operating reserve (12 months): $90,000
Legal, governance, software setup: $25,000
Guarantee Fund seed: $25,000
Total raise target: ~$315,000
10 investors × $31,500 average, or stratified mix
A stratified mix may serve better than uniform contributions — two or three anchor investor-members at $50–75K, five to seven at $20–30K. The anchors signal commitment to the rest and provide the durability the Guarantee Fund seed represents. Service credit pre-purchases supplement the equity raise without counting against the 10-investor cap, providing additional working capital and demand validation in the same window.
Whether service credit pre-purchases stay outside the 10-investor cap under the LCA's facts. The Digital Token Act exemption (CRS 11-51-308.7) is conceptually right, but the structure matters. If the credits are marketed alongside the equity offering and to the same audience, they may be aggregated for exemption purposes. Jeff Pote's read on integration risk is essential.
Whether "perpetual" can survive scrutiny. The honest reformulation — for the operating life of issued infrastructure, with continuity through federation — is structurally sound and arguably stronger. The cooperative should be prepared to defend the framing it chooses.
Whether investor-members get a fixed return on capital. LCA statute allows this; the question is whether the cooperative wants to. A fixed return makes the instrument more investment-like and may strain the patronage-orientation. The traditional cooperative answer is modest fixed return plus patronage; some cooperatives skip the fixed return entirely.
Whether the cooperative wants accredited-only investors. Not required under 308(1)(j), but limiting to accredited investors reduces disclosure burden and mitigates risk. Mixing accredited and non-accredited under 308(1)(j) is allowed but requires more care in disclosure.